AT&T Wholesale Agreement - AT&T Clec Online

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Page 42 of 94 General Terms and Conditions/AT&T LOUISIANA Page 41 of 46 Cricket Communications, Inc. Version: 2Q09 – Two-Way CMRS ICA - Wireless – 05/05/09 exemption or exclusion or for the purchaser to contest the application of the Tax directly with the respective Governmental Authority prior to payment, then the providing Party may in its discretion agree not to bill and/or not to require payment of such Tax by the purchasing Party, provided that the purchasing Party (i) furnishes the providing Party with any exemption certificate requested by and in the form prescribed by the providing Party, (ii) furnishes the providing Party with a letter signed by an officer of the purchasing Party setting forth the basis of the purchasing Party’s position under Applicable Law; and (iii) furnishes the providing Party with an indemnification agreement, reasonably acceptable to the providing Party, which holds the providing Party harmless from any Tax, interest, penalties, loss, cost or expenses (including attorney fees) that may be incurred by the providing Party in connection with any Claim asserted or actions taken by the respective Governmental Authority to assess or collect such Tax from the providing Party. 31.3 To the extent permitted by and pursuant to Applicable Law, and subject to the provisions of this Section 31.0 above, the purchasing Party shall have the right to contest with the respective Governmental Authority, or if necessary under Applicable Law to have the providing Party contest (in either case at the purchasing Party’s expense) any Tax that the purchasing Party asserts is not applicable, from which it claims an exemption or exclusion, or which it claims to have paid in error; provided, however, that (i) the purchasing Party shall ensure that no lien is attached to any asset of the providing Party as a result of any contest of a disputed Tax; (ii) with respect to any Tax that could be assessed against or collected from the providing Party by the respective Governmental Authority, the providing Party shall retain the right to determine the manner of contesting such disputed Tax, including but not limited to a decision that the disputed Tax will be contested by pursuing a Claim for credit or refund; (iii) except to the extent that the providing Party has agreed pursuant to this Section 31.0 above not to bill and/or not to require payment of such Tax by the purchasing Party pending the outcome of such contest, the purchasing Party pays any such Tax previously billed by the providing Party and continues paying such Tax as billed by the providing Party pending the outcome of such contest. In the event that a disputed Tax is to be contested by pursuing a Claim for credit or refund, if requested in writing by the purchasing Party, the providing Party shall facilitate such contest (i) by assigning to the purchasing Party its right to claim a credit or refund, if such an assignment is permitted under Applicable Law; or (ii) if an assignment is not permitted, by filing and pursuing the Claim on behalf of the purchasing Party but at the purchasing Party’s expense. Except as otherwise expressly provided in this Section 31.0 above, nothing in this Agreement shall be construed to impair, limit, restrict or otherwise affect the right of the providing Party to contest a Tax that could be assessed against or collected from it by the respective Governmental Authority. With respect to any contest of a disputed Tax resulting in a refund, credit or other recovery, as between the purchasing Party and the providing Party, the purchasing Party shall be entitled to the amount that it previously paid, plus any applicable interest allowed on the recovery that is attributable to such amount, and the providing Party shall be entitled to all other amounts. 31.4 If either Party is audited by or on behalf of a Governmental Authority with respect to a Tax, and in any contest of a Tax by either Party, the other Party shall cooperate fully and timely by providing records, testimony and such additional information or assistance as may reasonably be necessary to expeditiously resolve the audit or pursue the contest. 31.5 All notices, affidavits, exemption certificates or other communications required or permitted to be given by either Party to the other under this Section above shall be sent in accordance with Section 18.0 above hereof. 31.6 Intentionally left blank. 32.0 Non Waiver 32.1 Except as otherwise specified in this Agreement, no waiver of any provision of this Agreement and no consent to any default under this Agreement shall be effective unless the same is in writing and properly executed by or on behalf of the Party against whom such waiver or consent is claimed. Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default. Failure of either Party to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege. No course of dealing or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term, right or condition. Page 42 of 105
Page 43 of 94 33.0 Network Maintenance and Management General Terms and Conditions/AT&T LOUISIANA Page 42 of 46 Cricket Communications, Inc. Version: 2Q09 – Two-Way CMRS ICA - Wireless – 05/05/09 33.1 The Parties will work cooperatively to implement this Agreement. The Parties will exchange appropriate information (for example, maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the government, escalation processes, etc.) to achieve this desired result. 33.2 Each Party will administer its network to ensure acceptable service levels to all users of its network services. Service levels are generally considered acceptable only when End Users are able to establish connections with little or no delay encountered in the network. Each Party will provide a 24-hour contact number for Network Traffic Management issues to the other’s surveillance management center. 33.3 Each Party maintains the right to implement protective network traffic management controls, such as “cancel to”, “call gapping” or seven (7)-digit and ten (10)-digit code gaps, to selectively cancel the completion of traffic over its network, including traffic destined for the other Party’s network, when required to protect the public-switched network from congestion as a result of occurrences such as Facility failures, switch congestion or failure or focused overload. Each Party shall immediately notify the other Party of any protective control action planned or executed. 33.4 Where the capability exists, originating or terminating traffic reroutes may be implemented by either Party to temporarily relieve network congestion due to Facility failures or abnormal calling patterns. Reroutes shall not be used to circumvent normal trunk servicing. Expansive controls shall be used only when mutually agreed to by the Parties. 33.5 The Parties shall cooperate and share pre-planning information regarding cross-network call-ins expected to generate large or focused temporary increases in call volumes to prevent or mitigate the impact of these events on the public-switched network, including any disruption or loss of service to the other Party’s End Users. Facsimile (FAX) numbers must be exchanged by the Parties to facilitate event notifications for planned mass calling events. 33.6 Neither Party shall use any Interconnection products and/or service provided under this Agreement or any other service related thereto or used in combination therewith in any manner that interferes with or impairs service over any Facilities of AT&T LOUISIANA, its affiliated companies or other connecting telecommunications carriers, prevents any carrier from using its Telecommunications Service, impairs the quality or the privacy of Telecommunications Service to other carriers or to either Party’s End Users, causes hazards to either Party’s personnel or the public, damage to either Party’s or any connecting carrier’s Facilities or equipment, including any malfunction of ordering or billing systems or equipment. Upon such occurrence the Party who has not violated this provision may discontinue or refuse service, but only for so long as the other Party is violating this provision. Upon any such violation, the Party who becomes aware of the violation shall provide the other Party notice of the violation at the earliest practicable time. 33.7 The Parties shall cooperate to establish separate, dedicated Trunks for the completion of calls to high volume End Users. 33.8 WSP and AT&T LOUISIANA will work cooperatively to install and maintain a reliable network. WSP and AT&T LOUISIANA will exchange appropriate information (e.g., maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the government and such other information as the Parties shall mutually agree) to achieve this desired reliability. 33.9 WSP shall acknowledge calls in accordance with the following protocols. 33.9.1 WSP will provide a voice intercept announcement or distinctive tone signals to the calling party when a call is directed to a number that is not assigned by WSP. 33.9.2 WSP will provide a voice announcement or distinctive tone signals to the calling party when a call has been received and accepted by WSP’s MSC. 33.10 When WSP’s MSC is not able to complete calls because of a malfunction in the MSC or other equipment, WSP will either divert the call to its operator, or provide a recorded announcement to the calling party advising that the call cannot be completed. Page 43 of 105
Page 1 and 2: Page 1 of 94 Contract Number: 9745
Page 3 and 4: Page 3 of 94 TABLE OF CONTENTS Gene
Page 5 and 6: Page 5 of 94 General Terms and Cond
Page 7 and 8: Page 7 of 94 General Terms and Cond
Page 9 and 10: Page 9 of 94 2.91 “InterLATA” m
Page 11 and 12: Page 11 of 94 General Terms and Con
Page 15 and 16: Page 15 of 94 3.9 Non-Voluntary Pro
Page 17 and 18: Page 17 of 94 6.1.2 The Parties agr
Page 19 and 20: Page 19 of 94 8.2 Term: General Ter
Page 31 and 32: Page 31 of 94 13.0 Audits General T
Page 39 and 40: Page 39 of 94 25.1.2 Subpoenas: Gen
Page 41: Page 41 of 94 30.0 Force Majeure Ge
Page 47 and 48: Page 47 of 94 Page 47 of 105
Page 49 and 50: Page 49 of 94 Attachment 02 - Netwo
Page 51 and 52: Page 51 of 94 Page 51 of 105 Attach
Page 63 and 64: Page 63 of 94 4.4 Compensation For
Page 67 and 68: Page 67 of 94 Attachment 03 - Local
Page 69 and 70: Page 69 of 94 Attachment 03 - Local
Page 71 and 72: Page 71 of 94 5.0 Other Attachment
Page 73 and 74: Page 73 of 94 Attachment 04 - Opera
Page 75 and 76: Page 75 of 94 Attachment 04 - Opera
Page 77 and 78: Page 77 of 94 6.0 Provisioning Atta
Page 79 and 80: Page 79 of 94 7.6 General Policies
Page 81 and 82: Page 81 of 94 9.0 Service Bureau Pr
Page 83 and 84: Page 83 of 94 Attachment 05 - 911/E
Page 91 and 92: Page 91 of 94 Pricing Schedule/AT&T
Page 93 and 94:
Page 93 of 94 Page 93 of 105 LOUISI
Page 95 and 96:
Page 1 of 3 Contract Number: 10248
Page 97 and 98:
Page 3 of 3 Page 97 of 105
Page 99 and 100:
Page 2 of 3 AMENDMENT - TERM EXTENS
Page 101 and 102:
Page 1 of 5 Contract Number: 18220
Page 103 and 104:
Page 3 of 5 Amendment - Bill-and-Ke
Page 105:
PRICING SHEET EXHIBIT A CMRS PROVID
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